EXTERNAL CONSULTING AND SERVICES CONTRACT
In
Panamá, October 1, 2009, between:
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Company:
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XXXXXXX INTERNATIONAL
INC
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Legal
representative:
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Xx.
XXXXXXX XXXXXX XXXXXXX
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Address
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Edificio
Xxxxxx-Xxxxxxx, Tercer Piso
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Xxxxx
00 x 00 Xxxx, Xxxxxxxxxxxx Xxxxxxxx
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Xxxxxxxx
of Panamá, Panamá
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RUC:
535265-1-440754 D.V.3
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Hereinafter
referred to as “Company”, and
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Client:
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Legal
representative:
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Xx.
XXXX XXXXXXX, Director, President & CEO
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Address:
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Xxxxxx
Xxxxxx Xxxxx 000, Xxxxxxx 1203
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Centro
Empresarial Xxxx Xxxxx Torre A
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Miraflores,
Lima, Perú
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Hereinafter
referred to as “Client”, agree to the following:
First
The
Client herein agrees to hire the Company, in its professional expertise, as set
forth in the following clause. The work herein entrusted shall be executed by
the Company.
Second
The work
or rendering of services assigned by the Client to the Company is described as
follows:
“Establish
a strategic alliance to assure the correct handling of Corporate Social
Responsibility of the projects of the Constitution Mining Corp. projects in
Latin America. In detail the following activities will take place:
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Assessment
of overall situation on the Gold Sand Project in Peru from the social and
political point of view.
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Supervision
of all activities related to community building and work with local
NGO’s
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Implementation
of all social programs, base line studies or any other work related to the
social corporate responsibility of the client in Peru or any other country
where operations may take place.
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Cooperation
in the area of Knowledge Management Systems. Update work on the already
established social database
software.
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XXXXXXX INTERNATIONAL INC.
Edificio Xxxxxx-Xxxxxxx, Tercer Piso Xxxxx 00 x 00 Xxxx,
Xxxxxxxxxxxx Xxxxxxxx - XXX: 535265-1-440754 D.V.3
Teléfono: (000) 000-0000 / Fax: (000) 000-0000
Colombia - Chile - Brasil - Suiza - Panamá
xxx.xxxxxxxxxxxx.xxx
Third
The
Company shall meet all terms herein detailed by October 2010. During the term of
this Contract, both parties agree to offer and convey all and any reciprocal
comprehensive collaboration that may be required in order to fulfil the terms
herein set forth.
Forth
The
Company shall work out of Chile. In addition, to execute the activity in Peru,
Xxxxxxx Group will work at the common representative office for the Client in
Lima.
Fifth
The
“Company” shall receive a fee based on work load for its services rendered
during 1 (one) year (Oct. 2009 to Oct. 2010). The following fees will apply and
be invoiced monthly.
(a)
Hourly time charge: For meetings, telephone conferences/calls, etc. of less than
half a day fee is USD 200/hour.
(b)
Daily time charge international consultants: For periods equal in duration to,
or exceeding, half a day fee is USD 1300/day. Between 0.5 and 1.0 day the charge
is pro-rata. Local consultants in Peru will be charged at a day/fee of USD
600/day. The compensation rate has a cap of $1300 payable in any
business day.
(c) Travel
time is charged at the same daily rate.
(d)
Consulting services provided by Xx. XXXXXXX XXXXXX XXXXXXX pursuant to this
agreement will be limited to USD 10,000/month.
(e)
Reasonable, proven expenses (travel, accommodation, meals, major ‘phone charges,
etc.) are charged at cost with no xxxx up. Receipts are provided for all
charges.
(f)
Flights, and combinations of flights, of 3 hours or more in duration are in
business class.
(g) The
company may terminate the contract with 3 month’s written notice.
Sixth
Due to
the nature of the entrusted work, the Company agrees not to disclose any
information therein obtained or provided by the Client and/or third
parties. This non-disclosure agreement is permanent and enforceable
even upon termination of this contract.
XXXXXXX INTERNATIONAL INC.
Edificio Xxxxxx-Xxxxxxx, Tercer Piso Xxxxx 00 x 00 Xxxx,
Xxxxxxxxxxxx Xxxxxxxx - XXX: 535265-1-440754 D.V.3
Teléfono: (000) 000-0000 / Fax: (000) 000-0000
Colombia - Chile - Brasil - Suiza - Panamá
xxx.xxxxxxxxxxxx.xxx
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Seventh
All
documents, reports, memorandums, mail, information in all media, whether hard
copy or digital and any other means of information – originals and copies -
stemming from or dealing with the entrusted work in this Contract herein, are
exclusive property of the Client. Upon termination of services, the
Company shall deliver each and every piece of the aforementioned information,
complete and duly sorted, to the Client.
Eighth
This
Contract is binding exclusively to the aforementioned work, and entails no other
legal obligation between both parties other than those instructions given by the
Client for the work herein entrusted.
Ninth
Any doubt
or conflict that may arise between the parties with respect to this Contract
herein, its interpretation, or any of its clauses, enforcement, compliance or
termination shall be resolved out of legal courts, by means of an amicable
agreement by both parties. If said dispute were to continue, an
arbitrator or amicable mediator, duly designated by both parties shall be
selected to resolve dispute.
Tenth
In
witness whereof, this contract shall be presented in two duplicate copies and
signed by the parties herein. One copy for the Company and one copy for the
Client.
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XXXXXXX
INTERNATIONAL INC.
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/s/ Dr. Xxxxxxx
Xxxxxxx
Dr.
Xxxxxxx Xxxxxxx
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/s/ Xxxx
Xxxxxxx
Xxxx
Xxxxxxx
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XXXXXXX INTERNATIONAL INC.
Edificio Xxxxxx-Xxxxxxx, Tercer Piso Xxxxx 00 x 00 Xxxx,
Xxxxxxxxxxxx Xxxxxxxx - XXX: 535265-1-440754 D.V.3
Teléfono: (000) 000-0000 / Fax: (000) 000-0000
Colombia - Chile - Brasil - Suiza - Panamá
xxx.xxxxxxxxxxxx.xxx
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